<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2000
Commission File Number 1-14182
TB WOOD'S CORPORATION
------------------------------------------------------
(Exact Name of registrant as specified in its charter)
DELAWARE 25-1771145
(State or other Jurisdiction of (IRS Employer Identification Number)
Incorporation of Organization)
440 North Fifth Avenue, Chambersburg, PA 17201
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(Address of principal executive offices) (Zip Code)
(717) 264-7161
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X___ No ____
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at June 30, 2000
---------------------------- ----------------------------
Common Stock, $.01 par value 5,476,728
<PAGE>
Table of Contents
Part I. - Financial Information Page No.
------------------------------- --------
Condensed Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Operations -
For the Second Quarters Ended June 30, 2000
and July 2, 1999 4
Condensed Consolidated Statements of Cash Flows -
For Periods Ended June 30, 2000 and July 2, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. - Other information 12
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2
<PAGE>
Part I.-Financial Information
Item 1. Financial Statements
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
Unaudited
June 30, December 31,
(in thousands, except per share and share amounts) 2000 1999
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.................................................... $ 2,010 $ 1,245
Accounts receivable, less allowances for doubtful accounts, discounts,
and claims of $547 at June 30, 2000 and $402 at December 31, 1999 ........ 19,735 18,593
Inventories ................................................................. 33,069 34,160
Other current assets ........................................................ 1,969 1,834
--------- ---------
Total current assets ..................................................... 56,783 55,832
--------- ---------
Property, plant, and equipment .............................................. 68,136 63,933
Less accumulated depreciation ............................................... 34,947 32,326
--------- ---------
Net property, plant and equipment ........................................ 33,189 31,607
--------- ---------
Other Assets:
Deferred income taxes ....................................................... 3,146 3,454
Goodwill, net of accumulated amortization of $1,780 at
June 30, 2000 and $1,672 at December 31, 1999 ............................ 9,680 9,805
Other ....................................................................... 2,149 2,168
--------- ---------
Total other assets........................................................ 14,975 15,427
--------- ---------
TOTAL ASSETS ................................................................ $ 104,947 $ 102,866
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt......................................... $ 273 $ 273
Accounts payable............................................................. 8,640 12,407
Checks outstanding........................................................... 1,669 1,003
Accrued expenses............................................................. 7,674 7,935
Deferred income taxes........................................................ 1,340 1,034
--------- ---------
Total current liabilities................................................. 19,596 22,652
--------- ---------
Long-term debt, less current maturities...................................... 39,073 36,651
--------- ---------
Postretirement benefit obligation, less current portion...................... 14,669 15,134
--------- ---------
Minority interest ........................................................... 1,602 737
--------- ---------
Shareholders' Equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized,
no shares issued or outstanding........................................... -- --
Common stock, $.01 par value; 40,000,000 shares authorized, 5,887,698
shares issued and 5,476,728 and 5,465,814 shares outstanding at
June 30, 2000 and December 31, 1999, respectively........................ 59 59
Treasury Stock, at cost...................................................... (3,932) (3,811)
Additional paid-in capital................................................... 29,086 29,086
Retained Earnings ........................................................... 6,520 4,001
Other comprehensive income................................................... (1,726) (1,643)
--------- ---------
Total shareholders' equity................................................ 30,007 27,692
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................................. $ 104,947 $ 102,866
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Unaudited Unaudited
Second Quarter Ended Year to Date
June 30, July 2, June 30, July 2,
(in thousands, except share and per share amounts) 2000 1999 2000 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales ......................................... $ 33,970 $ 30,723 $ 69,187 $ 60,781
Cost of sales ..................................... 21,999 20,206 44,497 39,184
-------- -------- -------- --------
Gross Profit .................................... 11,971 10,517 24,690 21,597
Selling, general and administrative expenses ...... 8,163 8,065 17,068 16,039
-------- -------- -------- --------
Operating income, before minority interest ...... 3,808 2,452 7,622 5,558
-------- -------- -------- --------
Minority interest ................................. 381 -- 854 --
-------- -------- -------- --------
Operating income, after minority interest ......... 3,427 2,452 6,768 5,558
Other expense:
Interest expense and other finance charges ...... (705) (372) (1,407) (971)
Other, net ...................................... (35) 49 (49) (497)
-------- -------- -------- --------
Other expense, net ............................ (740) (323) (1,456) (1,468)
-------- -------- -------- --------
Income before provision for income taxes .......... 2,687 2,129 5,312 4,090
-------- -------- -------- --------
Provision for income taxes ........................ 1,038 842 2,036 1,627
-------- -------- -------- --------
Net income ........................................ $ 1,649 $ 1,287 $ 3,276 $ 2,463
======== ======== ======== ========
Per share of common stock:
Basic net income per common share ................. $ 0.30 $ 0.22 $ 0.60 $ 0.42
======== ======== ======== ========
Weighted average shares of common stock ........... 5,477 5,893 5,475 5,904
======== ======== ======== ========
Diluted net income per common share ............... $ 0.30 $ 0.22 $ 0.60 $ 0.42
======== ======== ======== ========
Diluted weighted average shares of common stock
and equivalents outstanding ....................... 5,480 5,909 5,476 5,920
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Unaudited
Year to Date
June 30, July 2,
(in thousands) 2000 1999
----------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income ...................................................... $ 3,276 $ 2,463
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .............................. 2,673 2,119
Change in deferred income taxes, net ....................... 614 (61)
Stock option compensation and employee stock benefit expense 200 230
Minority interest .......................................... 854 --
Net loss (gain) on sale of assets .......................... 3 --
Changes in working capital:
Accounts receivable, net .............................. (1,142) (948)
Inventories, net ...................................... 1,091 2,002
Prepaid expenses and other current assets ............. (135) (1,295)
Accounts payable ...................................... (3,767) 1,433
Accrued and other liabilities ......................... (717) (1,323)
-------- --------
Total adjustments ................................ (326) 2,157
-------- --------
Net cash provided by operating activities ........ 2,950 4,620
-------- --------
Cash Flows from Investing Activities:
Capital expenditures ............................................ (4,331) (4,464)
Proceeds from sale of fixed assets .............................. 10 741
Other, net ...................................................... 74 (292)
-------- --------
Net cash used in investing activities ...................... (4,247) (4,015)
-------- --------
Cash Flows from Financing Activities:
Change in checks outstanding .................................... 666 (529)
(Repayments)/proceeds of other long-term debt, net .............. (38) 2,920
Proceeds from revolving credit facility ......................... 22,900 19,200
Repayments of revolving credit facility ......................... (20,300) (20,800)
Payment of dividends ............................................ (988) (1,060)
Treasury Stock .................................................. (121) (93)
Other ........................................................... 26 (52)
-------- --------
Net cash provided by financing activities .................. 2,145 (414)
-------- --------
Effect of changes in foreign exchange rates ..................... (83) (99)
-------- --------
Net increase in cash and cash equivalents ....................... 765 92
Cash and cash equivalents at beginning of period ................ 1,245 2,521
-------- --------
Cash and cash equivalents at end of period ...................... $ 2,010 $ 2,613
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
TB Wood's Corporation and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
1. TB Wood's Corporation and subsidiaries (collectively, "Wood's" or the
"Company") is an established designer, manufacturer, and marketer of
electronic and mechanical industrial power transmission products which
are sold to distributors, domestic and international manufacturers and
users of industrial equipment. Principal products of the Company include
electronic drives, integrated electronic drive systems, mechanical belted
drives, and flexible couplings. The Company has operations throughout the
United States, Canada, Mexico, Germany, Italy and India. The accompanying
consolidated financial statements include the accounts of TB Wood's
Corporation, its wholly owned subsidiaries and its majority-owned joint
venture. All inter company accounts have been eliminated in
consolidations.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of TB Wood's Corporation and
Subsidiaries (the "Company") as of June 30, 2000 and December 31, 1999
and the results of operations and cash flows for the second quarter ended
June 30, 2000 and July 2, 1999. Operating results for the interim periods
presented are not necessarily indicative of the results that may be
expected for the fiscal year ending December 29, 2000.
2. The major classes of inventories at June 30, 2000 and December 31, 1999
consisted of the following:
<TABLE>
<CAPTION>
Unaudited
-------------------------
June 30, December 31,
2000 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and supplies ................................... $ 6,973 $ 7,465
Work in process .............................................. 10,024 9,708
Finished goods ............................................... 22,055 22,970
------- -------
Total at FIFO cost ........................................... 39,052 40,143
Excess of FIFO cost over LIFO cost ........................... (5,983) (5,983)
------- -------
Total at LIFO cost ........................................... $33,069 $34,160
======= =======
</TABLE>
3. On July 3, 2000, the Board of Directors declared a quarterly cash
dividend of $0.09 per share payable on July 31, 2000 to stockholders of
record on July 17, 2000.
4. In 1996, the Board of Directors authorized, subject to certain business
and market conditions, the Company to purchase up to 200,000 of the
Company's common shares. Through June 30, 2000 the number of shares
purchased under this authorization was 187,032. During the second quarter
of 2000, 4,072 treasury shares were issued to employees under employee
option and stock purchase plans, and the number of shares issued for the
Retirement Savings and Investment plan was 7,506. In 1999, the Board of
Directors authorized a self-tender "Dutch Auction" for 400,000 of the
Company's common shares at a price not to exceed $12.50 per share and not
lower than $9.00 per share. On December 17, 1999, the Company accepted
400,000 shares at $9.00 per share and incurred related costs. As of June
30, 2000 410,970 shares were held in treasury, at cost.
5. Effective January 3, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which
requires companies to disclose components of comprehensive income,
defined as the total of net income and all other non-owner changes in
equity.
6
<PAGE>
Total comprehensive income for the year-to-date periods ended June 30,
2000 and July 2, 1999 was as follows:
<TABLE>
<CAPTION>
Unaudited Unaudited
---------------------------------
June 30, 2000 July 2, 1999
-------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Income .................................................. $3,276 $2,463
Other comprehensive income, net of tax:
Foreign currency translation adjustments................. (83) (99)
====== ======
Total comprehensive income .................................. $3,193 $2,364
====== ======
</TABLE>
6. Basic EPS is computed by dividing reported earnings available to common
shareholders by weighted average shares outstanding. No dilution for any
potentially dilutive securities is included in basic EPS. Diluted EPS is
computed by dividing reported earnings available to common shareholders
by weighted average shares and common equivalent shares outstanding. The
computation of weighted average shares outstanding and net income per
share are as follows:
<TABLE>
<CAPTION>
Second Quarter Year to date
June 30 July 2 June 30 July 2
(in thousands, except per share amounts) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average number of common shares outstanding 5,477 5,893 5,475 5,904
Shares issued upon assumed exercise of
outstanding stock options .......................... 3 16 1 16
------ ------ ------ ------
Weighted average number of common and
common equivalent shares outstanding ............... 5,480 5,909 5,476 5,920
====== ====== ====== ======
Net Income ......................................... $1,649 $1,287 $3,276 $2,463
====== ====== ====== ======
Basic net income per common share .................. $ 0.30 $ 0.22 $ 0.60 $ 0.42
====== ====== ====== ======
Diluted net income per common share ................ $ 0.30 $ 0.22 $ 0.60 $ 0.42
====== ====== ====== ======
</TABLE>
7
<PAGE>
7. Segment Reporting
The following table summarizes revenues, operating income, total assets
and expenditures for long-lived assets by business segment as of June 30,
2000.
<TABLE>
<CAPTION>
Mechanical Electronics
Business Business Total
-------------------------------------------------------------------
<S> <C> <C> <C>
Revenues from external customers $ 42,280 $ 26,907 $ 69,187
Year to date operating profit,
after minority interest 4,553 2,215 6,768
Depreciation and amortization 1,814 859 2,673
Segment assets 62,592 37,764 100,356
Expenditures for long-lived assets 3,709 622 4,331
</TABLE>
Total segment assets are shown net of corporate assets of $4,591.
Mechanical business expenditures for long-lived assets include corporate
spending of $976.
The following table reconciles segment profit to consolidated income
before income taxes as of June 30, 2000.
Total operating profit for reportable segments $6,768
Interest, net (1,407)
Other, net (49)
Income before income taxes $5,312
8. In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", effective for fiscal years beginning
after June 15, 1999. SFAS No. 133 requires derivatives to be recorded on
the balance sheet as assets or liabilities, measured at fair value. Gains
or losses resulting from changes in values of derivatives would be
accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective date of SFAS No. 133." SFAS No. 137 delays the
standard effective date to the beginning of the first quarter of the
fiscal year beginning after June 15, 2000. Adoption of this statement is
not expected to have a material effect on the Company's financial
statements.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS (in thousands, except per share amounts)
TB Wood's Corporation and Subsidiaries (the "Company") posted net sales
for the second quarter 2000 of $33,970, compared to $30,723 for the second
quarter 1999, an increase of 10.6%. For the first six months of 2000, net sales
were $69,187 compared to $60,781 last year, an improvement of 13.8%. Mechanical
Business net sales for the second quarter 2000 of $20,677 were $2,663 higher
than net sales of $18,014 in comparable 1999. The improvement resulted from the
incremental sales obtained through the joint venture with The Electron Corp.,
the success of the North American target market programs, and generally
healthier economic climate this year compared to last year. For the first six
months of 2000, Mechanical net sales were $42,280 compared to $35,776 last year,
an improvement of 18.2%. Electronics Business net sales for the second quarter
2000 were $13,293, a $584 increase from net sales of $12,709 in the second
quarter 1999. The improvement resulted from stronger AC drive shipments in North
America and Europe as a result of the target market programs. For the first six
months of 2000, Electronics net sales were $26,907 compared to $25,005 last
year, an improvement of 7.6%.
Company cost of sales ("COS") in the second quarter 2000 were $21,999
compared to $20,206 for the same period last year. As a percent of sales, COS of
64.8% for the second quarter 2000 decreased one percentage point from 1999's
second quarter of 65.8%. For the first six months of 2000, Company COS as a
percent of sales was 64.3% compared to 64.5% last year. Mechanical Business COS
of $13,866 in the second quarter 2000 was $1,349 higher than COS of $12,517 in
the second quarter 1999. As a percent of sales for the second quarter 2000,
Mechanical Business reported COS of 67.1%, down two point four percentage points
from 69.5% in the prior year. This improvement was the result of leverage from
additional volume on fixed expenses, price increase effectivity, and
productivity programs. Electronics Business COS for the second quarter 2000 was
$8,133, a $444 increase from COS of $7,689 for the same quarter of 1999. As a
percent of sales for the second quarter 2000 versus the second quarter 1999,
Electronics Business reported COS of 61.2%, up seven tenths of a percentage
point from 60.5%. The principal reason for change was the effect of currency on
U.S. dollar component purchases by European locations.
Selling, general and administrative ("SG&A") expenses for the second
quarter 2000 were $8,163, compared to $8,065 for the second quarter 1999, an
increase of $98, or 1.2%. SG&A, as a percent of sales, decreased to 24.0% in the
second quarter 2000 from 26.3% in the second quarter 1999. The principal reason
for the reduced SG&A percentage was higher sales volume, and increased
management controls on expenses and headcount. For the first six months of 2000,
SG&A expenses, as a percent of sales, were 24.7% compared to 26.4% last year.
Income from operations for the Company was $3,427 for the second
quarter 2000, or 10.1% of sales, and $975 higher than second quarter 1999 income
from operations of $2,452, which was 8.0% of sales, an improvement of 39.7%.
This resulted from the leverage on fixed expenses from increased volume and
productivity programs. For the first six months of 2000, income from operations
as a percentage of sales was 9.8% compared to 9.1% last year.
Other expense for the second quarter 2000 was $740, compared to other
expense of $323 for the same period last year. Interest expense, a component of
other expense, was $705 in the second quarter of 2000, a $333 increase from $372
of interest expense in the second quarter of 1999. The increase is due to
market-driven interest rate increases over the past year and the increased debt
related to the Company's self-tender offer.
9
<PAGE>
Net income in the second quarter 2000 was $1,649, or $0.30 per diluted
share, $362 higher than the $1,287, or $0.22 per diluted share, a year ago. For
the first six months of 2000, net income was $3,276 compared to $2,463 last
year. Earnings per diluted share for the first six months was $0.60 compared to
$0.42 last year after non-recurring costs.
LIQUIDITY AND CAPITAL RESOURCES (in thousands, except per share amounts)
Working Capital at June 30, 2000 was $37,187, 12.1% above $33,180 at
December 31, 1999. Current ratio increased to 2.9:1 at June 30, 2000 from 2.5:1
at year-end 1999.
Outstanding long-term debt increased $2,422 to $39,073 at June 30, 2000
compared to $36,651 at year-end 1999. Debt was comprised of $5,550 in tax-exempt
revenue bonds, $33,237 in debt under the Company's $52,500 unsecured revolving
credit facility (the "Facility"), and $286 in other instruments. At June 30,
2000, including $6,112 of outstanding standby letters of credit, the Company had
approximately $13,151 of available borrowing capacity under the Facility. The
Company's annual interest rate as of June 30, 2000 on the Facility was 7.7%.
The Company's cash flows from operations in year-to-date 2000 were
$2,950, a $1,670 decrease from comparable 1999. The Company believes that the
combination of cash generated by operations, available borrowing capacity and
the Company's ability to obtain additional long-term indebtedness is adequate to
finance the Company's operations for the foreseeable future.
EURO CURRENCY
The Company has recognized that effective January 1, 1999 eleven of the
fifteen countries of the European Union made the transition to the single
monetary unit, the "Euro". The Company has both operating divisions and
customers located in countries that are a part of the European Union. The
Company does not believe that costs required to convert to the Euro will be
material.
IMPACT OF ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133), effective for fiscal years beginning
after June 15, 1999. SFAS No. 133 requires derivatives to be recorded on the
balance sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in values of derivatives would be accounted for depending
on the use of the derivative and whether it qualifies for hedge accounting. In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of SFAS No. 133." SFAS
No. 137 delays the Standard effective date to the beginning of the first quarter
of the fiscal year beginning after June 15, 2000. Adoption of this statement is
not expected to have a material effect on the Company's financial statements.
In December 1999, the Security and Exchange Commission issued Staff
Accounting Bulletin Number 101, "Revenue Recognition in Financial Statements"
(SAB 101). The guidelines in SAB 101 must be adopted during the fourth quarter
of 2000. The Company does not expect the adoption of these guidelines to have a
material impact on its consolidated financial position, liquidity or results of
operations.
10
<PAGE>
SAFE HARBOR STATEMENT
This quarterly report contains various forward-looking statements and
includes assumptions concerning the Company's operations, future results and
prospects. These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides the following cautionary statement identifying important economic,
political and technology factors which, among others, could cause the actual
results or events to differ materially from those set forth in or implied by the
forward-looking statements and related assumptions.
Such factors include the following: (i) changes in the current and
future business environment, including interest rates and capital and consumer
spending; (ii) competitive factors and competitor responses to the Company's
initiatives; (iii) successful development and market introductions of
anticipated new products; (iv) changes in government laws and regulations,
including taxes; and (v) favorable environment to make acquisitions, domestic
and foreign, including regulatory requirements and market value of candidates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential change in an instrument's value caused,
for example, by fluctuations in interest and currency exchange rates. The
Company's primary market risk exposures are interest rate and unfavorable
movements in exchange rates between the U.S. dollar and each of the Mexican
peso, Canadian dollar, German deutsche mark, Indian rupee and Italian lira.
Monitoring and managing these risks is a continual process carried out by senior
management. Market risk is managed based on an ongoing assessment of trends in
interest rates, foreign exchange rates, and economic developments, giving
consideration to possible effects on both total return and reported earnings.
The Company's financial advisors, both internal and external, provide ongoing
advice regarding trends that affect management's assessment.
There have been no material changes in market risks since the 1999
Annual Report to Shareholders.
11
<PAGE>
Part II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The 2000 annual meeting of stockholders was held on April 25, 2000.
Voting on the election of two directors to the second class of directors was
conducted. The stockholders voted 5,307,735 shares in the affirmative and 3,854
votes were withheld to elect Michael L. Hurt; and 4,360,254 shares in the
affirmative and 951,335 votes were withheld to elect Robert J. Dole to the
second class of directors of the Board of Directors. In addition, Thomas C.
Foley, Jean-Pierre L. Conte, and Craig R. Stapleton will continue as directors
after the meeting.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
quarter ended June 30, 2000.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of
Chambersburg and Commonwealth of Pennsylvania, on August 9, 2000.
TB WOOD'S CORPORATION
By: /s/Thomas F. Tatarczuch
-----------------------------------
THOMAS F. TATARCZUCH
Vice President-Finance
(Principal Financial Officer and
Principal Accounting Officer)
12
